Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.

Material Contracts; Defaults. (a) Other than Except for those agreements and other documents filed as disclosed in the Company Reports filed prior exhibits to its Regulatory Filings, as of the date hereof or as set forth in Company Disclosure Schedule 3.13hereof, neither Company it nor any of its Subsidiaries subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written 1) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the Company, (A) that contains (x) any non-competition or oralexclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (ior, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change other than in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; business consistent with past practice, (ixD) which with or to a labor union or guild (including any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its subsidiaries) that is not terminable on sixty (60) days material to the Company or less notice and involving the payment of more than $25,000 per annum; its subsidiaries, or (xF) which materially restricts providing for the conduct indemnification by the Company or its subsidiaries of any business by Person (other than customary agreements with vendors providing goods or services to the Company of any of or its Subsidiaries (collectively, “Material Contracts”subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Material Contract”. Neither the Company nor any of its Subsidiaries subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefitsCompany Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.

Material Contracts; Defaults. The Company has Previously Disclosed a complete and accurate list of all material Contracts (a) Other than as disclosed and in the case of material Contracts constituting Loans by the Company Reports filed prior to or any of its Subsidiaries, the total amounts committed and outstanding under such Loans as of the date hereof hereof) to which the Company or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party, including the following: (1) any Contract not constituting a Loan that (A) is not terminable at will both without cost or other liability to the Company or any of its Subsidiaries and upon notice of 30 days or less and (B) provides for fees or other payments in excess of $20,000 per annum or in excess of $40,000 for the remaining term of the Contract; (2) any Contract with a third party toto perform services for the Company or any of its Subsidiaries on a regular or ongoing basis; (3) any Contract that contains an "exclusivity" clause (that is, bound obligates the Company or any of its Subsidiaries to conduct business with another party on an exclusive basis or restricts the ability of the Company or any of its Subsidiaries to conduct business with any person); (4) any Loan by the Company or subject any of the Subsidiaries pursuant to which total amounts committed or outstanding under such Loan exceed $1,000,000; (5) any agreementContract with a term beyond the Effective Time under which the Company or any of its Subsidiaries created, contractincurred, arrangementassumed, commitment or understanding guaranteed (whether written or oralmay create, incur, assume, or guarantee) indebtedness for borrowed money (iincluding capitalized lease obligations); (6) any Contract to which the Company or any of its Subsidiaries is a party, on the one hand, and under which any affiliate, officer, director, employee or equity holder or other Related Person of the Company or any of its Subsidiaries, on the other hand, is a party or beneficiary; (7) any Contract with respect to the employment of of, or payment to, any present or former directors, officers, employees or consultants; (8) any Contract involving the purchase or sale of assets with a book value greater than $50,000 entered into since December 31, 1999; and (ii9) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon Contract involving a change in control thereof; (vi) which provides for the lease of personal property having a value capital expenditure in excess of $25,000 individually 50,000 in a twelve month period or $100,000 125,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in . Neither the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefitssuch Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney The Contracts referred to in Section 5.03(k)(6) above are on arm's-length terms or similar authorization given directly or indirectly by terms more favorable to the Company is currently outstandingand its Subsidiaries.

Material Contracts; Defaults. (a) Other than as disclosed in None of the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding Contract (whether written or oral) (any such Contract in the following categories, a “Material Contract”): (i) with respect (A) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K and that has not been filed as an exhibit to one of the Company SEC Reports; (B) containing covenants binding upon the Company or its Subsidiaries that restrict the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger, would materially restrict the ability of Parent, the Surviving Corporation or its Subsidiaries) to compete in any business or geographic area or which grant “most favored nation” status that, following the Merger, would apply to the employment Surviving Corporation or any of its Subsidiaries; (C) that could require the disposition of any directorsmaterial assets or line of business of the Company or its Subsidiaries or, officersafter the Effective Time, employees the Surviving Corporation or consultants, any of its Subsidiaries; or (iiD) which would entitle any present that prohibits or former director, officer, employee or agent limits the right of the Company or any of its Subsidiaries to indemnification from sell or distribute any products or services in any material respect; (ii) (A) involving commitments to others to make capital expenditures or capital asset purchases or capital asset sales in excess of $250,000; or (B) involving any expenditures or commitments to purchase relating to information technology; (iii) relating to any direct or indirect indebtedness for borrowed money of the Company or any of its SubsidiariesSubsidiaries (including loan agreements, (iii) lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings on which others rely in extending credit, but excluding deposits received in the benefits ordinary course of which will be increasedbusiness), or the vesting of benefits of which will be acceleratedany conditional sales Contracts, chattel mortgages and other security arrangements with respect to personal property and any equipment lease agreements involving payments to or by the occurrence of Company or any of its Subsidiaries in excess of $500,000 over the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, remaining term; (iv) other than pursuant to the Benefit Plans, providing for payments to any Person to be made by the Company or any of its Subsidiaries upon a change in control thereof; (v) that may not be cancelled by Parent, the Company or any of their respective Subsidiaries without payment of a penalty or termination fee equal to or greater than $100,000 (assuming such Contract was terminated on the Closing Date); (vi) containing any standstill or similar agreement pursuant to which grants the Company has agreed not to acquire assets or securities of another Person; (vii) that would prevent, materially delay or materially impede the Company’s ability to consummate the Merger, the Bank Merger or the other transactions contemplated hereby; (viii) providing for indemnification by the Company or any of its Subsidiaries of any Person, except for non-material Contracts entered into in the ordinary course of business; (ix) that was not negotiated and entered into on an arm’s-length basis; (x) that is entered into, or has been entered into in the two years prior to the date hereof, with (A) any Affiliate of the Company, (B) any current or former director or executive officer or any Person beneficially owning five percent (5%) or more of the outstanding Shares or (C) any “associate” or member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a person identified in clauses (A) or (B) of this subsection; (xi) that contains a put, call, right of first refusal, right of first offer or similar right with respect pursuant to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by the Company or any of its Subsidiaries upon a change in control thereof; could be required to purchase or sell, as applicable, any equity interests of any Person or assets; (vixii) which provides relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties; (xiii) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its Subsidiaries of an amount or value in excess of $250,000 over its remaining term, other than loans, funding arrangements, OREO-related arrangements and other transactions made in the ordinary course of the banking or trust business; (xiv) relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) entered into since December 31, 2014 (other than Contracts relating to the acquisition or sale of other real estate owned); (xv) granting to a Person any right, license, covenant not to xxx or other right in Intellectual Property Rights or grants to the Company or any of its Subsidiaries a license or other right to any Intellectual Property Rights (including licenses to software, other than licenses to shrink-wrap or click-wrap software), in each case that involves the payment of more than $50,000 per annum or is material to the conduct of the business of the Company or any of its Subsidiaries; (xvi) relating to the lease of real property or for the lease of personal property having a value in excess providing for annual payments of $25,000 individually 100,000 or $100,000 more; and (xvii) otherwise not entered into in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which business or that is not terminable on sixty (60) days material to the Company or less notice and involving its financial condition or results of operations. None of the payment of more than $25,000 per annum; Company or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument Material Contracts to which it any such entity is a party, by which it or its assets, business, business or operations may be bound or affected, affected or under which it or its assets, business, or operations receives receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power Section 4.02(l) of attorney the Company Disclosure Schedule sets forth a true and complete list of (x) all Material Contracts pursuant to which consents or similar authorization given directly waivers are or indirectly may be required and (y) all notices which are or may be required to be given, in each case, prior to the performance by the Company is currently outstandingof this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts; Defaults. (ai) Other than Set forth in Section 3.3(i)(i) of Holding Company’s Disclosure Letter (which may incorporate the contracts and instruments reflected as disclosed exhibits on the exhibit list included in the Company Reports its latest annual report on Form 10-K filed prior to the date hereof of this Agreement) is a list that includes each of the following agreements, contracts, arrangements, commitments or as set forth in understandings (whether written or oral) that Holding Company Disclosure Schedule 3.13, neither or any Holding Company nor any of its Subsidiaries Subsidiary is a party to, bound by or subject to, as of the date hereof (each, a “Holding Company Contract” and collectively, “Holding Company Contracts”): (A) that is a “material contract” required to any agreementbe filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-K that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of this Agreement, contract, arrangement, commitment or understanding (whether written or oral) (iB) with respect to the employment of any of its directors, officers, employees or consultants, (iiC) which would entitle any present or former director, officer, employee or agent of Holding Company or any of its Subsidiaries a Holding Company Subsidiary to indemnification from Holding Company or any of its Subsidiariesa Holding Company Subsidiary, (iiiD) which is ​ ​ an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the benefits of which will be increased, payment or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementmore than $100,000 per year and/or has a termination fee, (ivE) which relates to the incurrence of indebtedness by Holding Company or Bank Subsidiary (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (F) which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or properties businesses of Holding Company or a Holding Company Subsidiary, (G) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $150,000 in all such cases, other than purchases and or Subsidiaries; sales of investment securities and loans in the ordinary course of business consistent with past practice, (vH) which provides for payments to be made the payment by Holding Company or any a Holding Company Subsidiary of its Subsidiaries payments upon a change in control thereof; , (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ixI) which is not terminable on sixty a lease for any real or material personal property owned or presently used by Holding Company or a Holding Company Subsidiary, (60) days or less notice and involving the payment of more than $25,000 per annum; or (xJ) which materially restricts the conduct of any business by Holding Company or a Holding Company Subsidiary or limits the freedom of Holding Company or a Holding Company Subsidiary to engage in any line of business in any geographic area (or to Holding Company’s Knowledge would so restrict Towne or any of its Subsidiaries affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires Holding Company or a Holding Company Subsidiary to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (collectivelyK) which is with respect to, “Material Contracts”)or otherwise commits Holding Company or a Holding Company Subsidiary to do, any of the foregoing. Holding Company has previously delivered made available to Buyer Towne true, complete and correct copies of each such documentHolding Company Contract, including any and all amendments and modifications thereto. (bii) Neither With respect to each Holding Company Contract: (A) the contract is in full force and effect, (B) neither Holding Company nor any Holding Company Subsidiary is in default thereunder, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, (C) neither Holding Company nor any of its the Holding Company Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2023 to the date hereof, (D) no other party to any such contract is, to Holding Company’s Knowledge, in default in any material respect, and (E) no other party to any such contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any such contract as a result of the Pandemic. (iii) Holding Company and each Holding Company Subsidiary is not, and to the Knowledge of Holding Company and Bank Subsidiary, no other party thereto, is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, business or operations may be bound or affected, or under which it or its respective assets, business, business or operations receives benefitsbenefits which is reasonably likely to have a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of ​ attorney or similar authorization given directly or indirectly by Holding Company or a Holding Company Subsidiary is currently outstanding.

Material Contracts; Defaults. (ai) Other than as disclosed in the Company Reports filed prior to the date hereof or as Except for documents set forth in Company Section 5.03(k)(i) of the Company’s Disclosure Schedule 3.13Schedule, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding ​ (whether written or oral) (iA) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $50,000 per annum, (iiB) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of the Company or any of its Subsidiaries to indemnification from the Company or any of its Subsidiaries, (iiiC) which provides for the benefits of which will be increased, or the vesting of benefits of which will be accelerated, payment by the occurrence Company or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving the Company or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $50,000 per annum, (F) that may not be cancelled by First Foundation, the Company or any of their respective Subsidiaries without payment of a penalty or termination fee equal to or greater than $25,000 (assuming it is terminated on the Closing Date), (G) which is with or to a labor union or guild (including any collective bargaining agreement), (H) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the transactions contemplated by this Agreement, or the value ordinary course of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementbusiness), (ivI) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or properties businesses of the Company and or any of its Subsidiaries; , (vJ) which provides involves the purchase or sale of assets with a purchase price of $50,000 or more in any single case or $100,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (K) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 or more in annual fees, (L) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $50,000 or that has any continuing obligations, liabilities or restrictions, (M) providing for payments to be made indemnification by the Company or any of its Subsidiaries upon of any Person, except for a change non-material agreement or contract entered into in control thereofthe ordinary course of business; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (viiN) which relates to capital expenditures and involves future payments in excess of $10,000 individually a partnership or $50,000 in the aggregate; joint venture or similar arrangement, (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ixO) which is not terminable on sixty a lease for any real or material personal property owned or presently used by the Company or any of its Subsidiaries, (60) days or less notice and involving the payment of more than $25,000 per annum; or (xP) which materially restricts the conduct of any business by the Company of or any of its Subsidiaries or limits the freedom of the Company or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires the Company or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, (Q) relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) entered into since December 31, 2018 (other than solely with respect to the acquisition or sale of OREO in the ordinary course of business), (R) to which any officer, director of the Company or Company Bank, or any holder of five percent (5.0%) or more of the outstanding Company Common Stock, or any of their immediate family members or Affiliates, is a party, or (S) which is with respect to, or otherwise commits the Company or any of its Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of the Company’s Disclosure Schedule, no consents, approvals, ​ ​ notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of the Company’s and Company has previously delivered to Buyer trueBank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete and correct copies of each all such documentMaterial Contracts have been made available to First Foundation as of the date hereof. (bii) Neither Each of the Material Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of the Company nor any of or its Subsidiaries and, to the Company’s Knowledge, is a valid and binding obligation of the other parties thereto, enforceable against the Company or its Subsidiaries, and to the Company’s Knowledge, the other parties thereto, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Company and its Subsidiaries (as applicable) have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither the Company or its Subsidiaries nor, to the Company’s Knowledge, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is they are a party, by which its their respective assets, business, or operations may be bound or affected, or under which it or its their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as set forth in Section 5.03(k)(ii) of the Company’s Disclosure Schedule, no power of attorney or similar authorization given directly or indirectly by the Company or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to the Company’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract.

Material Contracts; Defaults. (a) Other than Except for documents listed as disclosed in the Company Reports filed prior exhibits to the date hereof Company’s Annual Report on Form 10-KSB for the year ended September 30, 2003 or as set forth in Schedule 5.13 of the Company Disclosure Schedule 3.13Schedule, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) ): (i) with respect that is a “Material Contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-B (whether or not filed as an exhibit to the employment of any directors, officers, employees or consultants, an SEC document); (ii) which would entitle that materially restricts the conduct of business by the Company or by any of its Subsidiaries; (iii) that is material to the financial condition, results of operations or business of the Company, except those entered into in the ordinary course of business; (iv) relating to the employment, including without limitation, employment as a consultant, of any person, or the election or retention in office, or severance of any present or former directordirector or officer of the Company or any of its Subsidiaries; (v) which, officerupon the consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement, employee will result in any payment (whether of severance pay or agent of otherwise) becoming due from the Company or any of its Subsidiaries to indemnification from any officer or employee thereof; (vi) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on sixty (60) days or less notice involving the payment of more than $50,000 per annum; (vii) except for the Company Stock Option Plan or as Previously Disclosed on Schedule 5.13 of the Company Disclosure Schedule, any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement; (viii) providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its Subsidiaries; or (ivix) which grants any right of first refusal, right of first offer or similar right with respect to providing for any material assets future payments that are conditioned, in whole or properties in part, on a change of Company and or Subsidiaries; (v) which provides for payments to be made by control of the Company or any of its Subsidiaries upon a change in control thereofSubsidiaries; (vi) which provides for Neither the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by the Company or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (a) Other than Except as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered made available to Buyer true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.

Material Contracts; Defaults. (a) Other than as disclosed in None of the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding Contract (whether written or oral) (any such Contract in the following categories, a “Material Contract”): (i) with respect (A) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K and that has not been filed as an exhibit to one of the Company SEC Reports; (B) containing covenants binding upon the Company or its Subsidiaries that restrict the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger, would materially restrict the ability of Parent, the Surviving Corporation or its Subsidiaries) to compete in any business or geographic area or which grant “most favored nation” status that, following the Merger, would apply to the employment Surviving Corporation or any of its Subsidiaries; (C) that could require the disposition of any directorsmaterial assets or line of business of the Company or its Subsidiaries or, officersafter the Effective Time, employees the Surviving Corporation or consultants, any of its Subsidiaries; or (iiD) which would entitle any present that prohibits or former director, officer, employee or agent limits the right of the Company or any of its Subsidiaries to indemnification from sell or distribute any products or services in any material respect; (ii) involving commitments to others to make capital expenditures or capital asset purchases or capital asset sales in excess of $500,000; (iii) relating to any direct or indirect indebtedness for borrowed money of the Company or any of its SubsidiariesSubsidiaries (including loan agreements, (iii) lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings on which others rely in extending credit, but excluding deposits received in the benefits ordinary course of which will be increasedbusiness), or the vesting of benefits of which will be acceleratedany conditional sales Contracts, chattel mortgages and other security arrangements with respect to personal property and any equipment lease agreements involving payments to or by the occurrence of Company or any of its Subsidiaries in excess of $500,000 over the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, remaining term; (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides providing for payments to be made by the Company or any of its Subsidiaries upon a change in control thereof; ; (v) that may not be cancelled by Parent, the Company or any of their respective Subsidiaries without payment of a penalty or termination fee equal to or greater than $100,000 (assuming such Contract was terminated on the Closing Date); (vi) containing any standstill or similar agreement pursuant to which provides the Company has agreed not to acquire assets or securities of another Person; (vii) that would prevent, materially delay or materially impede the Company’s ability to consummate the Merger or the other transactions contemplated hereby; (viii) providing for indemnification by the lease Company or any of personal property having its Subsidiaries of any Person, except for non-material Contracts entered into in the ordinary course of business; (ix) that was not negotiated and entered into on an arm’s-length basis; (x) that is entered into, or has been entered into in the two years prior to the date hereof, with (A) any Affiliate of the Company, (B) any current or former director or officer or any Person beneficially owning five percent (5%) or more of the outstanding Shares or (C) any “associate” or member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a person identified in clauses (A) or (B) of this subsection; (xi) that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets; (xii) which relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties; (xiii) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its Subsidiaries of an amount or value in excess of $25,000 individually or $100,000 500,000 over its remaining term, other than loans, funding arrangements, OREO-related arrangements and other transactions made in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s the banking or trust business; ; (ixxiv) which is not terminable on sixty (60) days relating to the acquisition or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct disposition of any business or operations (whether by Company merger, sale of any stock, sale of its Subsidiaries assets or otherwise) entered into since December 31, 2011 (collectively, “Material Contracts”other than Contracts relating to the acquisition or sale of other real estate owned). Company has previously delivered to Buyer true, complete and correct copies of each such document.; and (bxv) Neither otherwise not entered into in the ordinary course of business or that is material to the Company nor or its financial condition or results of operations. None of the Company or any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument Material Contracts to which it any such entity is a party, by which it or its assets, business, business or operations may be bound or affected, affected or under which it or its assets, business, or operations receives receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power Section 4.02(k) of attorney the Company Disclosure Schedule sets forth a true and complete list of all Material Contracts pursuant to which consents or similar authorization given directly waivers are or indirectly may be required prior to the performance by the Company is currently outstandingof this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts; Defaults. (a) Other than Except for this Agreement, any Contract expressly contemplated to be entered into in connection with this Agreement, the Benefit Arrangements and the Labor Contracts and as disclosed in Previously Disclosed (including, for the Company Reports avoidance of doubt, agreements filed prior as exhibits to such Party’s SEC Filings and incorporated by reference thereto), as of the date hereof or as set forth in Company Disclosure Schedule 3.13of this Agreement, neither Company it nor any of its Subsidiaries is a party to, to or bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act); (ii) any Contract with a third Person that involved individual or aggregate payments or consideration of more than $10,000,000, with respect to the employment Company, or $5,000,000, with respect to Parent, in the twelve (12)-month period ended December 31, 2018, or is expected by its terms to involve individual or aggregate payments or consideration of more than $10,000,000, with respect to the Company, or $5,000,000, with respect to Parent, in any directorstwelve (12)-month period after December 31, officers2018 (it being understood that it is not making any representation or warranty as to the actual amount of future payments that will be received under any such Contract), employees for goods and services furnished by or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company to it or any of its Subsidiaries (other than those that are terminable on no more than sixty (60) days’ notice and without liability or financial obligation to indemnification from Company it or any of its Subsidiaries, it being understood and agreed that in no event will such Contracts be deemed Material Contracts for purposes of this Agreement); (iii) the benefits any leases, subleases, licenses, sublicenses or other use or occupancy agreements relating to Leased Property having a remaining term of which will be increased, or the vesting more than twelve (12) months and involving a payment of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, more than $10,000,000 annually; (iv) any Contract under which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company it or any of its Subsidiaries upon has continuing material indemnification, earnout or similar obligations to any third Person in connection with the acquisition or disposition of a change business; (v) any Contract with a third Person for capital expenditures involving outstanding payments of more than $5,000,000, individually or in control thereof; the aggregate, by or on behalf of it or any of its Subsidiaries; (vi) which provides for any Contract involving a joint venture or strategic alliance, partnership or management agreement or other sharing of profits or losses with any third Person requiring the lease commitment of personal property having a value capital or the contribution of assets by it or other obligations of it in excess of $25,000 5,000,000, with respect to the Company, or $2,500,000, with respect to Parent, in each case, individually or $100,000 in the aggregate; , but expressly excluding any leases, subleases, licenses, sublicenses or other use or occupancy agreements involving any sharing of profits or losses between the parties thereto; (vii) which relates any mortgages, indentures, guarantees, loans, credit agreements, security agreements or other Contracts relating to capital expenditures and involves future payments the borrowing of money or extension of credit, in each case, in excess of $10,000 individually 10,000,000, with respect to the Company, or $50,000 5,000,000, with respect to Parent, in the aggregateeach case, other than (A) accounts receivable and accounts payable; (viiiB) which relates loans to the disposition or acquisition guarantees for its direct or indirect wholly owned Subsidiaries; and (C) capital lease obligations, purchase money debt and letter of assets or any interest credit, bank guaranty and similar facilities, in any business enterprise outside each case, in the ordinary course of Company’s businessbusiness consistent with past practice; (viii) any Contract containing covenants by it or any of its Affiliates not to (A) compete with any third Person or (B) engage in any line of business or activity in any geographic location, in each case that would be material to it and its Subsidiaries, taken as a whole; and (ix) which is not terminable any Order or settlement or conciliation agreement with any Governmental Entity that imposes any material obligation on sixty (60) days it or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries after the date of this Agreement. Each contract of the type referred to in clauses (collectively, i) through (viii) above is referred to herein as a “Material ContractsContract.”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Each Material Contract is a valid and legally binding agreement of such Party or one of its Subsidiaries, as applicable, and, to its knowledge, the counterparty or counterparties thereto, is enforceable in accordance with its terms and is in full force and effect. Neither Company it nor any of its Subsidiaries or, to its knowledge, any counterparty or counterparties thereto is in default under breach of any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefitsprovision of any Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney , except for such breaches and defaults that have not had, and would not reasonably be expected to have, individually or similar authorization given directly in the aggregate, a Material Adverse Effect on the Company or indirectly by Company is currently outstandingParent, as applicable.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in on Company Disclosure Schedule 3.133.13(a), neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) or amendment thereto (i) with respect to the employment employment, engagement or other relationship of any members of the board of directors, officers, employees or consultantsconsultants of the Company or any of its Subsidiaries providing 2023 annual compensation (including base salary, bonuses, equity compensation or any other form of compensation) that Company estimates in good faith will exceed $250,000 (other than at-will offer letters that can be terminated without any required payment), (ii) which would entitle any present or former directorboard member, officer, employee employee, consultant or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (other than such increases or vesting contemplated by this Agreement), or (iv) the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, other than after the calculation of benefits for Company Equity Awards contemplated by Section 2.07 herein, (ivv) which grants any right of first refusal, right of first offer offer, or similar right with respect to any material assets or properties of Company and or Subsidiaries; , (vvi) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; control, (vivii) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; 1,000,000, (viiviii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; 1,000,000, (viiiix) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; , (ixx) which is not terminable on sixty (60) days or less notice and involving the payment by the Company or one of its Subsidiaries of more than $25,000 1,000,000 per annumannum (other than Company Benefit Plans), (xi) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC promulgated under the Exchange Act); or (xxii) which materially restricts the conduct of any business by Company of or any of its Subsidiaries (collectively, “Company Material Contracts”). Company has previously delivered made available to Buyer true, complete complete, and correct copies of each such documentCompany Material Contract. (b) Neither (i) Each Company nor any Material Contract is valid and binding on Company or its applicable Subsidiary and in full force and effect, and, to the Knowledge of Company, is valid and binding on the other parties thereto, (ii) Company and each of its Subsidiaries is and, to the Knowledge of Company, each of the other parties thereto, has in default all material respects performed all obligations required to be performed by such party to date under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument each Company Material Contract to which it is a partyparty and (iii) no event or condition exists which constitutes or, by which its assets, business, after notice or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute a material breach or default on the part of Company or any of its Subsidiaries or, to the Knowledge of Company, any other party thereto, under any such Company Material Contract, except, in each case, where such invalidity, failure to be binding, failure to so perform or breach or default, individually or in the aggregate, would not have or reasonably be expected to have a defaultMaterial Adverse Effect on Company. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding. (c) Other than the consents, approvals, authorizations, notices or other actions (collectively, “Company Third Party Consents”) required under Company Material Contracts as set forth on Company Disclosure Schedule 3.13(d), no third-party consent by any Person is required in connection with the execution, delivery, and performance of this Agreement and the consummation of the transactions it contemplates.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in on Company Disclosure Schedule 3.133.13(a), neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) or amendment thereto (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer offer, or similar right with respect to any material assets or properties of Company and or Subsidiaries; , (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; control, (vi) which provides for the lease of personal property having a value in excess of $25,000 150,000 individually or $100,000 150,000 in the aggregate; , (vii) which relates to capital expenditures and involves future payments in excess of $10,000 150,000 individually or $50,000 150,000 in the aggregate; , (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; , (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 150,000 per annum; , or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered made available to Buyer true, complete complete, and correct copies of each such documentMaterial Contract. (bi) Neither Each Material Contract is valid and binding on Company nor any or its applicable Subsidiary and in full force and effect, and, to the Knowledge of Company, is valid 18 and binding on the other parties thereto, (ii) Company and each of its Subsidiaries is and, to the Knowledge of Company, each of the other parties thereto, has in default all material respects performed all obligations required to be performed by such party to date under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefitseach Material Contract, and there has not occurred any (iii) no event thator condition exists which constitutes or, with the after notice or lapse of time or the giving of notice or both, would constitute a material breach or default on the part of Company or any of its Subsidiaries or, to the Knowledge of Company, any other party thereto, under any such Material Contract, except, in each case, where such invalidity, failure to be binding, failure to so perform or breach or default, individually or in the aggregate, would not have or reasonably be expected to have a defaultMaterial Adverse Effect on Company. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding. (c) Company Disclosure Schedule 3.13(c) contains a schedule showing the present value of the monetary amounts payable as of the date specified in such schedule, whether individually or in the aggregate (including good faith estimates of all amounts not subject to precise quantification as of the date of this Agreement, such as Tax indemnification payments in respect of income or excise Taxes), under any employment, change-in-control, severance or similar contract or plan (other than the Company Employee Severance Compensation Plan) with or which covers any present or former employee, director or consultant of Company or any of its Subsidiaries and identifying the types and estimated amounts of the in-kind benefits due under any Company Pension Plan (other than a plan qualified under Section 401(a) of the Code), Company Benefit Plan or Material Contract for each such person, specifying the assumptions in such schedule. The failure of Company to include immaterial amounts (both individually or in the aggregate) under Section 3.13(c) shall not constitute a breach thereof. (d) Other than the consents, approvals, authorizations, notices or other actions (collectively, “Company Third Party Consents”) required under Material Contracts as set forth on Company Disclosure Schedule 3.13(d), no third-party consent by any Person is required in connection with the execution, delivery, and performance of this Agreement and the consummation of the transactions it contemplates.

Material Contracts; Defaults. (ai) Other than as disclosed in the Company Reports filed prior to the date hereof or as Except for documents set forth in Company Section 5.03(k)(i) of FNBB’s Disclosure Schedule 3.13Schedule, neither Company FNBB nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (iA) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annum, (iiB) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of Company FNBB or any of its Subsidiaries to indemnification from Company FNBB or any of its Subsidiaries, (iiiC) which provides for the benefits payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which will would be increaseda material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the vesting payment or value of benefits more than $100,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of which will be accelerated, by the occurrence indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the transactions contemplated by this Agreement, or the value ordinary course of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementbusiness), (ivH) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or properties businesses of Company and or Subsidiaries; (v) which provides for payments to be made by Company FNBB or any of its Subsidiaries upon a change in control thereof; Subsidiaries, (viI) which provides for involves the lease purchase or sale of personal property having assets with a value in excess purchase price of $25,000 individually 75,000 or more in any single case or $100,000 200,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the aggregate; ordinary course of business consistent with past practice, (viiJ) which relates to capital expenditures is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves future payments in excess the payment of $10,000 individually 100,000 or $50,000 more in the aggregate; annual fees, (viiiK) which relates to the disposition settlement or acquisition other resolution of assets any legal proceeding in an amount in excess of $75,000 or that has any interest in any business enterprise outside the ordinary course of Company’s business; continuing obligations, liabilities or restrictions, (ixL) which relates to a partnership or joint venture or similar arrangement, (M) which is not terminable on sixty a lease for any real or material personal property owned or presently used by FNBB or any of its Subsidiaries, (60) days or less notice and involving the payment of more than $25,000 per annum; or (xN) which materially restricts the conduct of any business by Company of FNBB or any of its Subsidiaries or limits the freedom of FNBB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires FNBB or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits FNBB or any of its Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”). Company has previously Except as set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to Buyer truethe terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete and correct copies of each all such documentMaterial Contracts have been made available to TriCo as of the date hereof. (bii) Neither Company nor any Each of the Material Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of FNBB or its Subsidiaries and, to FNBB’s Knowledge, is a valid and binding obligation of the other parties thereto, enforceable against FNBB or its Subsidiaries, and to FNBB’s Knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). FNBB and its Subsidiaries (as applicable) have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither FNBB or its Subsidiaries nor, to FNBB’s Knowledge, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is they are a party, by which its their respective assets, business, or operations may be bound or affected, or under which it or its their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as set forth in Section 5.03(k)(ii) of FNBB’s Disclosure Schedule, no power of attorney or similar authorization given directly or indirectly by Company FNBB or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to FNBB’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) of FNBB’s Disclosure Schedule sets forth a schedule of all holders of five percent (5%) or more of FNBB Common Stock and executive officers and directors of FNBB and its Subsidiaries who have outstanding loans from FNBB or any of its Subsidiaries, and there has been no default, or forgiveness or waiver, in whole or in part, on or of any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (ai) Other than Except for documents listed as disclosed in the Company Reports filed prior exhibits to the date hereof First Mutual’s Securities Documents or as set forth in Company Disclosure Schedule 3.13Previously Disclosed, neither Company First Mutual nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (iA) with respect to the employment of any of its directors, officers, employees or consultants, (iiB) which would entitle any present or former director, officer, employee or agent of Company First Mutual or any of its Subsidiaries to indemnification from Company First Mutual or any of its Subsidiaries, (iiiC) the benefits which is a material contract (as defined in Item 601(b)(10) of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any Regulation S-K of the transactions contemplated by this AgreementSEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementmore than $20,000 per annum, (ivE) which is with or to a labor union or guild (including any collective bargaining agreement), (F) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (G) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or properties businesses of Company and First Mutual or its Subsidiaries; , (vH) which provides for payments to be made by Company involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 in all such cases, other than purchases and sales of its Subsidiaries upon investment securities and loans in the ordinary course of business consistent with past practice, (I) which is a change consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $20,000 or more in control thereof; annual fees (viother than any such agreement, license or contract listed in Section 5.03(k)(i)(I) of First Mutual’s Disclosure Schedule), (J) which provides for the lease payment by First Mutual or its Subsidiaries of personal property having payments upon a value change of control thereof other than as set forth in excess Section 5.03(k)(i)(J) of $25,000 individually or $100,000 in the aggregate; First Mutual’s Disclosure Schedule, (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ixK) which is not terminable on sixty a lease for any real or material personal property owned or presently used by First Mutual or any of its Subsidiaries, (60) days or less notice and involving the payment of more than $25,000 per annum; or (xL) which materially restricts the conduct of any business by Company of First Mutual or by any of its Subsidiaries or limits the freedom of First Mutual or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires First Mutual or any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (M) which is with respect to, or otherwise commits First Mutual or any of its Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”). Company First Mutual has previously delivered Previously Disclosed and made available to Buyer true, complete Washington Federal true and correct copies of each such documentMaterial Contract. (bii) Each Material Contract is valid and binding on First Mutual and its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge of First Mutual, is valid and binding on the other parties thereto. Neither Company nor First Mutual or any of its Subsidiaries nor, to the knowledge of First Mutual, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by Company First Mutual or any of its Subsidiaries is currently outstanding. (iii) Section 5.03(k)(iii) of First Mutual’s Disclosure Schedule sets forth a schedule of all officers and directors of First Mutual and its Subsidiaries who have outstanding loans from First Mutual or any of its Subsidiaries, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company Neither Buyer nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) or amendment thereto (i) with respect to the employment employment, engagement or other relationship of any directors, officers, employees or consultantsconsultants of Buyer or any of its Subsidiaries providing annual base compensation in excess of $250,000 (other than at-will offer letters that can be terminated without any required payment), (ii) which would entitle any present or former director, officer, employee employee, consultant or agent of Company Buyer or any of its Subsidiaries to indemnification from Company Buyer or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or (iv) the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (ivv) which grants any right of first refusal, right of first offer offer, or similar right with respect to any material assets or properties of Company Buyer and or Subsidiaries; , (vvi) which provides for payments to be made by Company Buyer or any of its Subsidiaries upon a change in control thereof; control, (vivii) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; 1,000,000 (viiother than Buyer Benefit Plans), (viii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; 1,000,000, (viiiix) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of CompanyBuyer’s business; , (ixx) which is not terminable on sixty (60) days or less notice and involving the payment by Buyer or one of its Subsidiaries of more than $25,000 1,000,000 per annum, (xi) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC promulgated under the Exchange Act); or (xxii) which materially restricts the conduct of any business by Company Buyer of any of its Subsidiaries (collectively, “Buyer Material Contracts”). Company Buyer has previously delivered made available to Buyer Company true, complete complete, and correct copies of each such documentBuyer Material Contract. (bi) Neither Company nor any Each Buyer Material Contract is valid and binding on Buyer or its applicable Subsidiary and in full force and effect, and, to the Knowledge of Buyer, is valid and binding on the other parties thereto, (ii) Buyer and each of its Subsidiaries is and, to the Knowledge of Buyer, each of the other parties thereto, has in default all material respects performed all obligations required to be performed by such party to date under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument each Buyer Material Contract to which it is a party, by and (iii) no event or condition exists which its assetsconstitutes or, business, after notice or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute a material breach or default on the part of Buyer or any of its Subsidiaries or, to the Knowledge of Buyer, any other party thereto, under any such Buyer Material Contract, except, in each case, where such invalidity, failure to be binding, failure to so perform or breach or default, individually or in the aggregate, would not have or reasonably be expected to have a defaultMaterial Adverse Effect on Buyer. No power of attorney or similar authorization given directly or indirectly by Company Xxxxx is currently outstanding. (c) Other than the consents, approvals, authorizations, notices or other actions (collectively, “Buyer Third Party Consents”) required under Buyer Material Contracts, no third-party consent by any Person is required in connection with the execution, delivery, and performance of this Agreement and the consummation of the transactions it contemplates.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13Except for this Agreement, neither Company it nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (collectively, "Material Contracts"), (i) with respect to that is a "material contract" within the employment meaning of any directors, officers, employees or consultantsItem 601(b)(10) of the SEC's Regulation S-K, (ii) which would entitle that restricts or limits in any present or former director, officer, employee or agent way the conduct of Company business by it or any of its Subsidiaries to indemnification from Company (including without limitation a non-compete or similar provision), (iii) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $25,000 per year (other than any such contracts which are terminable by it or any of its SubsidiariesSubsidiaries on 60 days or less notice without any required payment or other conditions, (iii) other than the benefits condition of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementnotice), (iv) which that relates to the incurrence of indebtedness by it or any of its Subsidiaries (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Richmond discount window, securities sold under agreements to repurchase, and trade payables, in each case incurred in the ordinary course of business consistent with past practice), (v) that grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Company it or its Subsidiaries, (vi) that involves the purchase or sale of assets with a purchase price of $25,000 or more in any single case or $50,000 or more in all such cases (other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice) or Subsidiaries; (vvii) which provides for payments to be made by Company that is with respect to, or otherwise commits it or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of do, any of its Subsidiaries (collectively, “Material Contracts”)the foregoing. Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company it nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in on Company Disclosure Schedule 3.133.13(a), neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) or amendment thereto (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) which provides that the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer offer, or similar right with respect to any material assets or properties of Company and or Subsidiaries; , (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; control, (vi) under which Company or any of its Subsidiaries licenses (or grants or is granted rights in or to use) any material Intellectual Property, other than non-exclusive (x) in-licenses to off-the-shelf software with fees of less than $100,000 individually or in the aggregate or (y) out-licenses granted in the ordinary course of business, (vii) which provides for the lease of personal property having a value in excess of $25,000 100,000 individually or $100,000 in the aggregate; , (viiviii) which relates to capital expenditures and involves future payments in excess of $10,000 100,000 individually or $50,000 100,000 in the aggregate; , (viiiix) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; , (ixx) which is not terminable on sixty (60) calendar days or less notice and involving the payment of more than $25,000 100,000 per annum; or , (xxi) which materially restricts the conduct of any business by Company of any of its Subsidiaries or contains any exclusivity, most-favored nations or similar provisions, (xii) which relates to any indebtedness for borrowed money, any debt securities or any swaps, hedging or derivatives arrangements (or the guarantee of any of the foregoing by Company or any of its Subsidiaries), (xiii) which is a settlement, consent or similar agreement and contains any material continuing obligations of Company or any of its Subsidiaries or (xiv) except as filed with the Company Reports prior to the date hereof, which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (collectively, “Material Contracts”). Company has previously delivered made available to Buyer true, complete complete, and correct copies of each such documentMaterial Contract. (bi) Neither Each Material Contract is valid and binding on Company nor any or its applicable Subsidiary and in full force and effect, and, to the Knowledge of Company, is valid and binding on the other parties thereto, (ii) Company and each of its Subsidiaries is and, to the Knowledge of Company, each of the other parties thereto, has in default all material respects performed all obligations required to be performed by such party to date under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefitseach Material Contract, and there has not occurred any (iii) no event thator condition exists which constitutes or, with the after notice or lapse of time or the giving of notice or both, would constitute a material breach or default on the part of Company or any of its Subsidiaries or, to the Knowledge of Company, any other party thereto, under any such Material Contract, except, in each case, where such invalidity, failure to be binding, failure to so perform or breach or default, individually or in the aggregate, would not have or reasonably be expected to have a defaultMaterial Adverse Effect on Company. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding. (c) Company Disclosure Schedule 3.13(c) contains a schedule showing the present value of the monetary amounts payable as of the date specified in such schedule, whether individually or in the aggregate (including good faith estimates of all amounts not subject to precise quantification as of the date of this Agreement), under any employment, change-in-control, severance, salary continuation, deferred compensation, supplemental retirement or similar contract, plan or arrangement with or which covers any present or former employee, director or consultant of Company or any of its Subsidiaries and identifying the types and estimated amounts of the in-kind benefits due under any Company Pension Plan (other than a plan qualified under Section 401(a) of the Code), Company Benefit Plan or Material Contract for each such person, specifying the assumptions in such schedule. The failure of Company to include immaterial amounts (both individually or in the aggregate) under this Section 3.13(c) shall not constitute a breach thereof. (d) Other than the consents, approvals, authorizations, notices or other actions (collectively, “Company Third Party Consents”) required under Material Contracts as set forth on Company Disclosure Schedule 3.13(d), no third-party consent by any Person is required in connection with the execution, delivery, and performance of this Agreement and the consummation of the transactions it contemplates.

Material Contracts; Defaults. (ai) Other than as disclosed in the Company Reports filed prior to the date hereof or as Except for documents set forth in Company Section 5.03(k) of IDPK’s Disclosure Schedule 3.13Schedule, neither Company IDPK nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (iA) with respect to the employment of any of its directors, officers, employees employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants, (iiB) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of Company IDPK or any of its Subsidiaries to indemnification from Company IDPK or any of its Subsidiaries, (iiiC) which provides for the benefits payment by IDPK or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving IDPK or any of its Subsidiaries, including but not limited to, the Transaction, (D) which will would be increaseda material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the vesting payment or value of benefits more than $25,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of which will be accelerated, by the occurrence indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the transactions contemplated by this Agreement, or the value ordinary course of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementbusiness), (ivH) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or properties businesses of Company and or Subsidiaries; (v) which provides for payments to be made by Company IDPK or any of its Subsidiaries upon a change in control thereof; Subsidiaries, (viI) which provides for involves the lease purchase or sale of personal property having assets with a value purchase price of $100,000 or more in any single case or $250,000 in all such cases, other than purchases and sales of investment securities in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $25,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 individually and that has any continuing obligations, liabilities or $100,000 in the aggregate; restrictions, (viiL) which relates to capital expenditures and involves future payments in excess of $10,000 individually a partnership or $50,000 in the aggregate; joint venture or similar arrangement, (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ixM) which is not terminable on sixty a lease for any real or material personal property owned or presently used by IDPK or any of its Subsidiaries, (60) days or less notice and involving the payment of more than $25,000 per annum; or (xN) which materially restricts the conduct of any business by Company of IDPK or any of its Subsidiaries or limits the freedom of IDPK or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires IDPK or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits IDPK to do, any of the foregoing (collectively, “Material Contracts”). Company has previously Except as set forth in Section 5.03(k)(i) of IDPK’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to Buyer truethe terms and conditions of any Material Contract as a result of IDPK’s execution, delivery or performance of this Agreement and the consummation of the Transaction. True, correct and complete and correct copies of each all such documentMaterial Contracts have been made available to PPBI as of the date hereof. (bii) Neither Company nor any Each of the Material Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of IDPK or its Subsidiaries and, to the Knowledge of IDPK, is a valid and binding obligation of the other parties thereto, enforceable against IDPK and its Subsidiaries (as applicable), and to the Knowledge of IDPK, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). IDPK and its Subsidiaries (as applicable) performed, in all material respects, all obligations required to be performed by it under each Material Contract. Neither IDPK or its Subsidiaries nor, to the Knowledge of IDPK, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is they are a party, by which its their respective assets, business, or operations may be bound or affected, or under which it or its their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company IDPK or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) of IDPK’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of IDPK Common Stock and executive officers and directors of IDPK and its Subsidiaries who have outstanding loans from IDPK or any of its Subsidiaries, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (a) Other than Except as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13Section 3.13(a), neither Company the Bank nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company the Bank or any of its Subsidiaries to indemnification from Company the Bank or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and the Bank or its Subsidiaries; (v) which provides for payments to be made by Company the Bank or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 50,000 individually or $100,000 125,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 50,000 individually or $50,000 125,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course Ordinary Course of Company’s businessBusiness of the Bank or any of its Subsidiaries; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 50,000 per annum; or (x) which materially restricts the conduct of any business by Company of the Bank or any of its Subsidiaries (collectively, “Material Contracts”). Company Parent has previously delivered made available to Buyer true, complete and correct copies of each such documentMaterial Contract. (b) Neither Company the Bank nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument instrument, including but not limited to any Material Contract, to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company the Bank or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (a) Other than as disclosed Except with respect to certain CBKS Benefit Plans described in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13Section 3.11, neither Company CBKS nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (each a “CBKS Material Contract”): (i) with respect to that is a “material contract” within the employment meaning of any directors, officers, employees or consultants, Item 601(b)(10) of the SEC’s Regulation S-K; (ii) which that (A) limits or would entitle limit in any present respect the manner in which, or former directorthe localities in which, officerCBKS or any of its Subsidiaries may conduct its business, employee or agent of Company (B) obligates CBKS or any of its Subsidiaries to indemnification from Company conduct business with any Person to the exclusion of others, or (C) other than provisions of standard vendor, service or supply contracts entered into the ordinary course of business, limits or would limit in any way the ability of CBKS or any of its Subsidiaries, (iii) Subsidiaries to solicit prospective employees or customers or would so limit or purport to limit the benefits ability of which will be increased, CenterState or the vesting any of benefits of which will be accelerated, by the occurrence of any its affiliates to do so following consummation of the transactions contemplated by this Agreement; or (iii) for the purchase of services, materials, supplies, goods, equipment or for the purchase, lease or license of other assets or property that provides for, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value that creates future payment obligations in excess of, either (x) annual payments of $25,000 individually 15,000 or $100,000 in the aggregate; more or (viiy) which relates to capital expenditures and involves future aggregate payments in excess of $10,000 individually 50,000 or $50,000 in the aggregate; more, other than contracts that can be terminated by CBKS or a CBKS Subsidiary on thirty (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (6030) days or less written notice and involving the payment of more than $25,000 per annum; at any time without penalty or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such documentpremium. (b) Neither Company CBKS nor any of its Subsidiaries Subsidiaries, nor, to the Knowledge of CBKS, any counterparty or counterparties, is in default under breach of any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefitsCBKS Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstandingbreach.

Material Contracts; Defaults. (a) Other than Except as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule Section 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or its Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 10,000 individually or $100,000 25,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 25,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course Ordinary Course of Company’s businessBusiness of Company or any of its Subsidiaries; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of or any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered made available to Buyer true, complete and correct copies of each such documentMaterial Contract. (b) Neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument instrument, including but not limited to any Material Contract, to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (ai) Other than Except for documents listed as disclosed in the Company Reports filed prior exhibits to the date hereof Hawthorne's Securities Documents or as set forth in Company Disclosure Schedule 3.13Previously Disclosed, neither Company Hawthorne nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) ) (i) with respect to the employment of any of its directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company Hawthorne or any of its Subsidiaries to indemnification from Company Hawthorne or any of its Subsidiaries, (iii) the benefits which is a material contract (as defined in Item 601(b)(10) of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any Regulation S-K of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementSEC), (iv) which grants any right of first refusalis a consulting agreement (including data processing, right of first offer or similar right with respect to any material assets or properties of Company software programming and or Subsidiaries; (vlicensing contracts) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) 60 days or less notice and involving the payment of more than $25,000 50,000 per annum; annum or (xv) which materially restricts the conduct of any business by Company of Hawthorne or by any of its Subsidiaries (collectively, “"Material Contracts”"). Company Hawthorne has previously delivered Previously Disclosed and made available to Buyer true, complete Parent true and correct copies of each such documentMaterial Contract. (bii) Neither Company Hawthorne nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by Company Hawthorne or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13Except for this Agreement, neither Company it nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to that is a “material contract” within the employment meaning of any directors, officers, employees or consultantsItem 601(b)(10) of the SEC’s Regulation S-K, (ii) which would entitle that restricts or limits in any present or former director, officer, employee or agent way the conduct of Company business by it or any of its Subsidiaries to indemnification from Company (including without limitation a non-compete or similar provision), (iii) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $25,000 per year (other than any such contracts which are terminable by it or any of its SubsidiariesSubsidiaries on 60 days or less notice without any required payment or other conditions, (iii) other than the benefits condition of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementnotice), (iv) which that relates to the incurrence of indebtedness by it or any of its Subsidiaries (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice), (v) that grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Company it or its Subsidiaries, (vi) that involves the purchase or sale of assets with a purchase price of $50,000 or more in any single case or $100,000 or more in all such cases (other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice) or Subsidiaries; (vvii) which provides for payments to be made by Company that is with respect to, or otherwise commits it or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of do, any of its Subsidiaries (collectively, “Material Contracts”)the foregoing. Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company it nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.133.12, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s 's business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “"Material Contracts”"). Company has previously delivered to Buyer or Buyer Bank true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.

Material Contracts; Defaults. (ai) Other than as disclosed in the Company Reports filed prior to the date hereof or as Except for documents set forth in Company Section 5.03(k)(i) of Grandpoint’s Disclosure Schedule 3.13Schedule, neither Company Grandpoint nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (iA) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $50,000 per annum, (iiB) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of Company Grandpoint or any of its Subsidiaries to indemnification from Company Grandpoint or any of its Subsidiaries or which would require Grandpoint or any of its Subsidiaries to make any payments in respect of any non-competition obligations restricting the ability of any present or former director, officer or employee of Grandpoint or any of its Subsidiaries to compete against Grandpoint or any of its Subsidiaries, (iiiC) which provides for the benefits payment by Grandpoint or any of its Subsidiaries of profit-sharing, severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving Grandpoint or any of its Subsidiaries, including but not limited to, the Transaction, (D) which will be increasedis an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the vesting payment or value of benefits more than $50,000 per annum, (E) which is with or to a labor union, employee representative or guild (including any collective bargaining agreement), (F) which relates to the incurrence of which will be accelerated, by the occurrence indebtedness for borrowed money or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the transactions contemplated by this Agreement, or the value ordinary course of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementbusiness), (ivG) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or properties businesses of Company and or Subsidiaries; (v) which provides for payments to be made by Company Grandpoint or any of its Subsidiaries upon a change in control thereof; Subsidiaries, (viH) which provides for is executory and involves the lease purchase or sale of personal property having assets with a value in excess purchase price of $25,000 individually 100,000 or more in any single case or $100,000 300,000 in all such cases, other than purchases and sales in the aggregate; ordinary course of business consistent with past practice of investment securities, multifamily Loans, OREO or government guaranteed Loans, (viiI) which relates to capital expenditures is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves future payments in excess the payment of $10,000 individually 50,000 or $50,000 more in the aggregate; annual fees, (viiiJ) which relates to the disposition settlement or acquisition other resolution of assets any legal proceeding in an amount in excess of $50,000 and that has any continuing obligations, liabilities or any interest in any business enterprise outside the ordinary course of Company’s business; restrictions other than customary confidentiality restrictions, (ixK) which relates to a partnership or joint venture or similar arrangement, (L) which is not terminable on sixty (60) days a lease for any real property owned or less notice and involving the payment of more than $25,000 per annum; presently used by Grandpoint or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.Subsidiaries,

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in on Company Disclosure Schedule 3.133.13(a), neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) or amendment thereto (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer offer, or similar right with respect to any material assets or properties of Company and or Subsidiaries; , (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; control, (vi) which provides for the lease of personal property having a value in excess of $25,000 75,000 individually or $100,000 75,000 in the aggregate; , (vii) which relates to capital expenditures and involves future payments in excess of $10,000 75,000 individually or $50,000 75,000 in the aggregate; , (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; , (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 75,000 per annum; , or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered made available to Buyer true, complete complete, and correct copies of each such documentMaterial Contract. (b) Neither Except as set forth on Company nor any Disclosure Schedule 3.13(b), (i) each Material Contract is valid and binding on Company or its applicable Subsidiary and in full force and effect, and, to the Knowledge of Company, is valid and binding on the other parties thereto, (ii) Company and each of its Subsidiaries is and, to the Knowledge of Company, each of the other parties thereto, has in default all material respects performed all obligations required to be performed by such party to date under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefitseach Material Contract, and there has not occurred any (iii) no event thator condition exists which constitutes or, with the after notice or lapse of time or the giving of notice or both, would constitute a material breach or default on the part of Company or any of its Subsidiaries or, to the Knowledge of Company, any other party thereto, under any such Material Contract, except, in each case, where such invalidity, failure to be binding, failure to so perform or breach or default, individually or in the aggregate, would not have or reasonably be expected to have a defaultMaterial Adverse Effect on Company. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding. (c) Company Disclosure Schedule 3.13(c) contains a schedule showing the present value of the monetary amounts payable as of the date specified in such schedule, whether individually or in the aggregate (including good faith estimates of all amounts not subject to precise quantification as of the date of this Agreement, such as Tax indemnification payments in respect of income or excise Taxes), under any employment, change-in-control, severance or similar contract or plan (other than the Company Employee Severance Compensation Plan) with or which covers any present or former employee, director or consultant of Company or any of its Subsidiaries and identifying the types and estimated amounts of the in-kind benefits due under any Company Pension Plan (other than a plan qualified under Section 401(a) of the Code), Company Benefit Plan or Material Contract for each such person, specifying the assumptions in such schedule. The failure of Company to include immaterial amounts (both individually or in the aggregate) under Section 3.13(c) shall not constitute a breach thereof. (d) Other than the consents, approvals, authorizations, notices or other actions (collectively, “Company Third Party Consents”) required under Material Contracts as set forth on Company Disclosure Schedule 3.13(d), no third-party consent by any Person is required in connection with the execution, delivery, and performance of this Agreement and the consummation of the transactions it contemplates.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.133.12, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.

Material Contracts; Defaults. (ai) Other than as disclosed in the Company Reports filed prior to the date hereof or as Except for documents set forth in Company Section 5.03(k)(i) of Plaza’s Disclosure Schedule 3.13Schedule, neither Company Plaza nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) ) (iA) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $50,000 per annum, (iiB) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of Company Plaza or any of its Subsidiaries to indemnification from Company Plaza or any of its Subsidiaries, (iiiC) which provides for the benefits payment by Plaza or any of its Subsidiaries of profit-sharing, severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving Plaza or any of its Subsidiaries, including but not limited to, the Transaction or which will includes a non-compete provision, (D) which would be increaseda material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the vesting payment or value of benefits more than $50,000 per annum, (F) which is with or to a labor union, employee representative or guild (including any collective bargaining agreement), (G) which relates to the incurrence of which will be accelerated, by the occurrence indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the transactions contemplated by this Agreement, or the value ordinary course of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementbusiness), (ivH) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or properties businesses of Company and or Subsidiaries; (v) which provides for payments to be made by Company Plaza or any of its Subsidiaries upon a change in control thereof; Subsidiaries, (viI) which provides for involves the lease purchase or sale of personal property having assets with a value in excess purchase price of $25,000 individually 100,000 or more in any single case or $100,000 300,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the aggregate; ordinary course of business consistent with past practice, (viiJ) which relates to capital expenditures is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves future payments in excess the payment of $10,000 individually 50,000 or $50,000 more in the aggregate; annual fees, (viiiK) which relates to the disposition settlement or acquisition other resolution of assets any legal proceeding in an amount in excess of $50,000 and that has any continuing obligations, liabilities or any interest in any business enterprise outside the ordinary course of Company’s business; restrictions, (ixL) which relates to a partnership or joint venture or similar arrangement, (M) which is not terminable on sixty a lease for any real or material personal property owned or presently used by Plaza or any of its Subsidiaries, (60) days or less notice and involving the payment of more than $25,000 per annum; or (xN) which materially restricts the conduct of any business by Company of Plaza or any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies or limits the freedom of each such document. (b) Neither Company nor Plaza or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires Plaza or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits Plaza or any (ii) Each of the Material Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of Plaza or its Subsidiaries and, to Plaza’s Knowledge, is a valid and binding obligation of the other parties thereto, enforceable against Plaza or its Subsidiaries, and to Plaza’s Knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). Plaza and its Subsidiaries (as applicable) have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither Plaza or its Subsidiaries nor, to Plaza’s Knowledge, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is they are a party, by which its their respective assets, business, or operations may be bound or affected, or under which it or its their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company Plaza or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to Plaza’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) of Plaza’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of Plaza Common Stock and executive officers and directors of Plaza and its Subsidiaries who have outstanding loans from Plaza or any of its Subsidiaries, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. The Company has Previously Disclosed a complete and accurate list of all material Contracts (a) Other than as disclosed and in the case of material Contracts constituting Loans by the Company Reports filed prior to or any of its Subsidiaries, the total amounts committed and outstanding under such Loans as of the date hereof hereof) to which the Company or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party, including the following: (1) any Contract not constituting a Loan that (A) is not terminable at will both without cost or other liability to the Company or any of its Subsidiaries and upon notice of thirty (30) days or less and (B) provides for fees or other payments in excess of $50,000 per annum or in excess of $100,000 for the remaining term of the Contract; (2) any Loan by the Company or any of its Subsidiaries involving a Subsidiary of the Company engaged in real estate development; (3) to the extent not covered under Clause (2) of this Section 5.03(k), any Loan by the Company or any of its Subsidiaries pursuant to which total amounts committed or outstanding under such Loan exceed $2,000,000; (4) any Contract with a term beyond the Effective Time under which the Company or any of its Subsidiaries created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness for borrowed money (including capitalized lease obligations); (5) any Contract to which the Company or any of its Subsidiaries is a party, on the one hand, and under which any affiliate, officer, director, employee or equity holder or other Related Person of the Company or any of its Subsidiaries, on the other hand, is a party to, bound by or subject to beneficiary; (6) any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) Contract with respect to the employment of of, or payment to, any present or former directors, officers, employees or consultants; (7) any Contract involving the purchase or sale of assets with a book value greater than $25,000 entered into since December 31, 1997; and (ii) which would entitle 8) any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon Contract involving a change in control thereof; (vi) which provides for the lease of personal property having a value capital expenditure in excess of $25,000 individually 50,000 in a twelve (12) month period or $100,000 125,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in . Neither the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, such Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney The Contracts referred to in Section 5.03(k)(3) above are on arm's-length terms or similar authorization given directly or indirectly by terms more favorable to the Company is currently outstandingand its Subsidiaries.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in on Company Disclosure Schedule 3.133.13(a), neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) or amendment thereto (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of the Company or any of its Subsidiaries to indemnification from the Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer offer, or similar right with respect to any material assets or properties of the Company and or Subsidiaries; , (v) which provides for payments to be made by the Company or any of its Subsidiaries upon a change in control thereof; control, (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; 100,000, (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; 100,000, (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business; , (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 100,000 per annum; , or (x) which materially restricts the conduct of any business by the Company of any of its Subsidiaries (collectively, “Material Contracts”). The Company has previously delivered made available to Buyer true, complete complete, and correct copies of each such documentMaterial Contract. (b) Neither Except as set forth on Company nor any Disclosure Schedule 3.13(b), (i) each Material Contract is valid and binding on the Company or its applicable Subsidiary and in full force and effect, and, to the Knowledge of the Company, is valid and binding on the other parties thereto, (ii) the Company and each of its Subsidiaries is and, to the Knowledge of the Company, each of the other parties thereto, has in default all material respects performed all obligations required to be performed by such party to date under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefitseach Material Contract, and there has not occurred any (iii) no event thator condition exists which constitutes or, with the after notice or lapse of time or the giving of notice or both, would constitute a material breach or default on the part of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any such Material Contract, except, in each case, where such invalidity, failure to be binding, failure to so perform or breach or default, individually or in the aggregate, would not have or reasonably be expected to have a defaultMaterial Adverse Effect on the Company. No power of attorney or similar authorization given directly or indirectly by the Company is currently outstanding. (c) Company Disclosure Schedule 3.13(c) contains a schedule showing the present value of the monetary amounts payable as of the date specified in such schedule, whether individually or in the aggregate (including good faith estimates of all amounts not subject to precise quantification as of the date of this Agreement, such as Tax indemnification payments in respect of income or excise Taxes), under any employment, change-in-control, severance or similar contract or plan (other than the Company Employee Severance Compensation Plan) with or which covers any present or former employee, director or consultant of the Company or any of its Subsidiaries and identifying the types and estimated amounts of the in-kind benefits due under any Company Pension Plan (other than a plan qualified under Section 401(a) of the Code), Company Benefit Plan or Material Contract for each such person, specifying the assumptions in such schedule. The failure of the Company to include amounts that are immaterial (both individually and in the aggregate) on Company Disclosure Schedule 3.13(c) shall not constitute a breach of this Section 3.13(c). (d) Other than the consents, approvals, authorizations, notices or other actions (collectively, “Company Third Party Consents”) required under Material Contracts as set forth on Company Disclosure Schedule 3.13(d), no third party consent by any Person is required under a Material Contract in connection with the execution, delivery, and performance of this Agreement and the consummation of the transactions it contemplates.

Material Contracts; Defaults. (aExcept for this Agreement and as listed on Section 6.03(k) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company of Piedmont’s Disclosure Schedule 3.13Schedule, neither Company Piedmont, its Subsidiaries, nor any of its Subsidiaries or their assets, businesses, or operations, is a party to, or is bound by or subject to any agreementaffected by, contractor receives benefits under, arrangement, commitment or understanding (whether written or oral) (i) with respect any employment, severance, termination, consulting, or retirement Contract providing for aggregate payments to the employment any Person in any calendar year in excess of any directors, officers, employees or consultants$200,000, (ii) which would entitle any present Contract relating to the borrowing of money by Piedmont or former directorthe guarantee by Piedmont of any such obligation (other than those entered into in the ordinary course of business or Contracts evidencing deposit liabilities, officerpurchases of federal funds, employee or agent fully secured repurchase agreements, and Federal Home Loan Bank advances of Company or any depository institution Subsidiaries, endorsements made for collection, and trade payables) in excess of its Subsidiaries to indemnification from Company or any of its Subsidiaries$10,000,000, (iii) the benefits of which will be increasedany Contract that prohibits or restricts Piedmont (and/or, or the vesting of benefits of which will be accelerated, by the occurrence of any following consummation of the transactions contemplated by this Agreement, United) from engaging in any business activities in any geographic area, line of business or the value of otherwise in competition with any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementother Person, (iv) which any Contract relating to the purchase or sale of any goods or services by Piedmont (other than Contracts entered into in the ordinary course of business and involving payments under any individual Contract not in excess of $200,000 or involving Piedmont Loans, borrowings or guarantees originated or purchased by Piedmont in the ordinary course of business and consistent with past practice), (v) any Contract that obligates Piedmont to conduct business with any third party on an exclusive or preferential basis, (vi) any Contract that requires referrals of business or requires Piedmont to make available investment opportunities to any Person on a priority or exclusive basis, (vii) any Contract that grants any “most favored nation” right, right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; Piedmont, (viii) which relates to any Contract that limits the disposition or acquisition payment of assets or any interest in any business enterprise outside the ordinary course of Company’s business; dividends by Piedmont, (ix) any Contract pursuant to which is not terminable on sixty (60) days Piedmont has agreed with any third parties to become a member of, manage or less notice and involving the payment of more than $25,000 per annum; control a joint venture, partnership, limited liability company or other similar entity, (x) which materially restricts any Contract that relates to intellectual property of Piedmont (including permitting the conduct use of the name Piedmont Bank or any business variant thereof) or (xi) any other Contract or amendment thereto that would be required to be filed as an exhibit to a SEC report filed by Company Piedmont with the SEC as of any the date of its Subsidiaries (collectively, “Material Contracts”)this Agreement if Piedmont were required to file or voluntarily filed such SEC reports. Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company Piedmont nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument Contract to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.

Material Contracts; Defaults. (aSchedule 3.8(a) Other than as disclosed in sets forth a true and correct list of all Contracts whereby Company is, or after the Company Reports filed prior to consummation of the date hereof or as set forth in Company Disclosure Schedule 3.13Transfer Agreements will be, neither Company nor any of its Subsidiaries is a party to, or is bound by or subject to any agreementaffected by, contractor receives benefits, arrangementor has obligations, commitment or understanding (whether written or oral) under: (i) any employment, severance, termination, consulting, or retirement Contract providing for aggregate payments to any Person in any calendar year in excess of $50,000 or any retention bonus; (ii) any Contract relating to the borrowing of money by Company with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, Business or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business guarantee by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document.obligation; (biii) Neither any Contract which prohibits or restricts Company nor or its employees from engaging in any business activities in any geographic area, line of its Subsidiaries is business or otherwise in default under competition with any contractother Person; (iv) any Contract involving intellectual property (other than contracts entered into in the ordinary course with customers and “shrink-wrap” software licenses); (v) any Contract relating to the provision of data processing, agreementnetwork communication, commitment, arrangement, lease, insurance policy or other instrument technical services to or by Company or with respect to the Business; (vi) any exchange-traded or over-the-counter swap, forward, future, option, cap, floor, or collar financial Contract, or any other interest rate or foreign currency protection Contract not included on the Financial Statements or any note thereto; (vii) any Contract or series of related Contracts with respect to which it the aggregate amount that could reasonably be expected to be paid or received thereunder in the future exceeds $10,000 per annum or an aggregate of $25,000 over the term of the Contract and that is not cancelable without penalty or other additional payment upon notice of thirty (30) days or less; (viii) any Contract (other than this Agreement and the Transfer Agreements) entered into other than in the Ordinary Course of Business; (ix) any Contract (other than this Agreement and the Transfer Agreements) between Company and Seller or any Related Person of Seller (whether or not legally binding); (x) any Contract entered into between Encore Trust, or its predecessor, and any Client; (xi) any Advisory Agreement or any Contract with a partyClient; or (xii) any other Contract not described in the preceding paragraphs (i) through (x) that, by which its assetsindividually or together with all other Contracts not so described, are or are reasonably likely to be material to the business, or operations may be bound or affectedoperations, results of operations, or under which it condition (financial or its assets, business, or operations receives benefits, and there has not occurred any event that, otherwise) of Company with respect to the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstandingBusiness.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.133.12, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer or Buyer Bank true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would A-11 constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 50,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 25,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such documentMaterial Contract. (b) Neither To Company’s Knowledge, neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding. (c) No Third Party Consent by any Person is required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer offer, or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereofcontrol; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 50,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 25,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such documentMaterial Contract. (b) Neither To Company’s Knowledge, neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding. (c) Other than the consents, approvals, authorizations, notices or other actions (collectively, "Company Third Party Consents") required under Material Contracts as set forth on Company Disclosure Schedule 3.13, no third party consent by any Person is required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13TB Benefit Plans, neither Company TB nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee employee, consultant or agent of Company TB or any of its Subsidiaries to indemnification from Company TB or any of its Subsidiaries, ; (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (ivii) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company TB or its respective Subsidiaries; (iii) related to the borrowing by TB or any of its Subsidiaries of money other than those entered into in the Ordinary Course of Business and any guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or Subsidiaries; resell agreements, letters of credit and guaranties made in the Ordinary Course of Business; (viv) which provides for payments to be made by Company TB or any of its Subsidiaries upon a change in control thereof; ; (viv) which provides for relating to the lease of personal property having a value in excess of $25,000 individually or $100,000 50,000 in the aggregate; ; (vi) relating to any joint venture, partnership, limited liability company agreement or other similar agreement or arrangement; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 50,000 individually or $50,000 125,000 in the aggregate; ; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course Ordinary Course of Company’s business; Business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 30,000 per annum; or ; (x) which materially contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Company TB or any of its Affiliates or upon consummation of the Merger will restrict the ability of the Surviving Entity or any of its Affiliates to engage in any line of business (including, for the avoidance of doubt, any exclusivity provision granted in favor of any third party) or which grants any right of first refusal, right of first offer or similar right or that limits or purports to limit the ability of TB or any of its Subsidiaries (collectivelyor, following consummation of the transactions contemplated hereby, BFC or any of its Subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; or (xi) pursuant to which TB or any of its Subsidiaries may become obligated to invest in or contribute capital to any entity. Each contract, arrangement, commitment or understanding of the type described in this Section 3.12(a) is listed on Schedule 3.12(a), and is referred to herein as a “Material Contracts”). Company Contract.” TB has previously delivered made available to Buyer BFC true, complete and correct copies of each such documentMaterial Contract, including any and all amendments and modifications thereto. (b) Neither Company Each Material Contract is valid and binding on TB and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and is in full force and effect and enforceable in accordance with its terms (assuming the due execution by each other party thereto, provided that TB hereby represents and warrants that, to its Knowledge, each Material Contract is duly executed by all such parties), subject to any Enforceability Exception and except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect with respect to TB or any of its Subsidiaries; and neither TB nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy Material Contract or other instrument “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a material default. No Except as set forth on Schedule 3.12(b), no power of attorney or similar authorization given directly or indirectly by Company TB or any of its Subsidiaries is currently outstanding. (c) Schedule 3.12(c) sets forth a true and complete list of all Material Contracts pursuant to which consents, waivers or notices are or may be required to be given thereunder, in each case, prior to the performance by TB (or any of its Subsidiaries, if applicable) of its obligations under this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby and thereby.

Material Contracts; Defaults. (ai) Other than as disclosed in the Company Reports filed prior to the date hereof or as Except for documents set forth in Company Section 5.03(k)(i) of the Company’s Disclosure Schedule 3.13Schedule, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (iA) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $50,000 per annum, (iiB) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of the Company or any of its Subsidiaries to indemnification from the Company or any ​ ​ ​ of its Subsidiaries, (C) which provides for the payment by the Company or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving the Company or any of its Subsidiaries, including but not limited to, the Transaction, (iiiD) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the benefits SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $50,000 per annum, (F) that may not be cancelled by First Foundation, the Company or any of their respective Subsidiaries without payment of a penalty or termination fee equal to or greater than $25,000 (assuming it is terminated on the Closing Date), (G) which will be increasedis with or to a labor union or guild (including any collective bargaining agreement), (H) which relates to the incurrence of indebtedness or the vesting of benefits of which will be accelerated, by the occurrence guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the transactions contemplated by this Agreement, or the value ordinary course of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementbusiness), (ivI) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or properties businesses of the Company and or any of its Subsidiaries; , (vJ) which provides involves the purchase or sale of assets with a purchase price of $50,000 or more in any single case or $100,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (K) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 or more in annual fees, (L) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $50,000 or that has any continuing obligations, liabilities or restrictions, (M) providing for payments to be made indemnification by the Company or any of its Subsidiaries upon of any Person, except for a change non-material agreement or contract entered into in control thereofthe ordinary course of business; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (viiN) which relates to capital expenditures and involves future payments in excess of $10,000 individually a partnership or $50,000 in the aggregate; joint venture or similar arrangement, (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ixO) which is not terminable on sixty a lease for any real or material personal property owned or presently used by the Company or any of its Subsidiaries, (60) days or less notice and involving the payment of more than $25,000 per annum; or (xP) which materially restricts the conduct of any business by the Company of or any of its Subsidiaries or limits the freedom of the Company or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires the Company or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, (Q) relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) entered into since December 31, 2018 (other than solely with respect to the acquisition or sale of OREO in the ordinary course of business), (R) to which any officer, director of the Company or Company Bank, or any holder of five percent (5.0%) or more of the outstanding Company Common Stock, or any of their immediate family members or Affiliates, is a party, or (S) which is with respect to, or otherwise commits the Company or any of its Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of the Company’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of the Company’s and Company has previously delivered to Buyer trueBank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete and correct copies of each all such document.Material Contracts have been made available to First Foundation as of the date hereof. ​ (bii) Neither Each of the Material Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of the Company nor any of or its Subsidiaries and, to the Company’s Knowledge, is a valid and binding obligation of the other parties thereto, enforceable against the Company or its Subsidiaries, and to the Company’s Knowledge, the other parties thereto, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Company and its Subsidiaries (as applicable) have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither the Company or its Subsidiaries nor, to the Company’s Knowledge, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is they are a party, by which its their respective assets, business, or operations may ​ ​ ​ be bound or affected, or under which it or its their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as set forth in Section 5.03(k)(ii) of the Company’s Disclosure Schedule, no power of attorney or similar authorization given directly or indirectly by the Company or any of its Subsidiaries is currently outstanding.. With respect to the Material Contracts, to the Company’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. ​

Material Contracts; Defaults. (a) Other than Except as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13Section 3.13(a), neither Company the Bank nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company the Bank or any of its Subsidiaries to indemnification from Company the Bank or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and the Bank or its Subsidiaries; (v) which provides for payments to be made by Company the Bank or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 50,000 individually or $100,000 125,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 50,000 individually or $50,000 125,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course Ordinary Course of Company’s businessBusiness of the Bank or any of its Subsidiaries; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of the Bank or any of its Subsidiaries (collectively, “Material Contracts”). Company Parent has previously delivered made available to Buyer true, complete and correct copies of each such documentMaterial Contract. (b) Neither Company the Bank nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument instrument, including but not limited to any Material Contract, to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company the Bank or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (a) Other than Except as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule Section 3.13, neither Company FNB nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company FNB or any of its Subsidiaries to indemnification from Company FNB or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or FNB and/or its Subsidiaries; (v) which provides for payments to be made by Company FNB or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 50,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 25,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course Ordinary Course of Company’s businessBusiness of FNB; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of FNB or any of its Subsidiaries (collectively, “Material Contracts”). Company FNB has previously delivered made available to Buyer true, complete and correct copies of each such documentMaterial Contract. (b) Neither Company FNB nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument instrument, including but not limited to any Material Contract, to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company FNB is currently outstanding.

Material Contracts; Defaults. (ai) Other than Except for the Stock Option Agreement and as disclosed in the Company Reports filed prior to Previously Disclosed, as of the date hereof or as set forth in Company Disclosure Schedule 3.13of this Agreement, neither Company nor any of its Subsidiaries PEOPLES is not a party to, or bound by, any oral or written: (A) material contract" as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC; (B) consulting agreement not terminable on thirty (30) days or subject to less notice involving the payment of more than $10,000 per annum, in the case of any such agreement; (C) agreement with any officer or other key employee the benefits of which are contingent, contractor the terms of which are materially altered, arrangement, commitment or understanding upon the occurrence of a transaction of the nature contemplated by this Agreement; (whether written or oralD) (i) agreement with respect to the any officer providing any term of employment or compensation guarantee extending for a period longer than one year or for a payment in excess of $10,000; (E) agreement or plan, including any directorsstock option plan, officers, employees or consultants, (ii) which would entitle any present or former director, officerstock appreciation rights plan, employee stock ownership plan, restricted stock plan or agent of Company or stock purchase plan, any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (F) agreement containing covenants that limit its ability to compete in any line of business or with any person, or that involve any restriction on the geographic area in which, or method by which, it may carry on its business (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to other than as may be made required by Company law or any regulatory agency); (G) agreement, contract or understanding, other than this Agreement, and the Stock Option Agreement, regarding the capital stock of its Subsidiaries upon PEOPLES or committing to dispose of some or all of the capital stock or substantially all of the assets of PEOPLES; or (H) collective bargaining agreement, contract, or other agreement or understanding with a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually labor union or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such documentlabor organization. (bii) Neither Company nor any of its Subsidiaries PEOPLES is not in default under or in violation of any contractprovision of any note, bond, indenture, mortgage, deed of trust, loan agreement, commitment, arrangement, lease, insurance policy or lease of other instrument agreement to which it is a partyparty or to which any of its respective properties or assets is subject, by which its assetsother that such defaults or violations as could not reasonably be expected, businessindividually or in the aggregate, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such to have a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstandingMaterial Adverse Effect on it.

Material Contracts; Defaults. (ai) Other than as disclosed in the Company Reports filed prior to the date hereof or as set Set forth in Company Section 3.3(i)(i) of FCB’s Disclosure Schedule 3.13Letter is a list that includes each of the following agreements, neither Company nor any of its Subsidiaries contracts, arrangements, commitments or understandings (whether written or oral) that FCB is a party to, bound by or subject to any agreement(each, contracta “FCB Contract” and collectively, arrangement, commitment or understanding “FCB Contracts”): (whether written or oral) (iA) with respect to the employment of any of its directors, officers, employees or consultants, including any employment, severance, termination, consulting or retirement agreement, (iiB) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries FCB to indemnification from Company or any of its SubsidiariesFCB, (iiiC) the benefits of which will would be increased, or the vesting of benefits of which will required to be accelerated, filed as an exhibit to a Form 10-K filed by the occurrence of any FCB as of the transactions contemplated by date of this AgreementAgreement pursuant to the reporting requirements of the Exchange Act, if FCB were subject to such reporting requirements, (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementmore than $25,000 per year and/or has a termination fee, (ivE) which relates to the incurrence of indebtedness by FCB (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (F) which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or properties businesses of Company FCB, (G) which involves the purchase or sale of assets with a purchase price of $25,000 or more in any single case or $50,000 in all such cases, other than purchases and or Subsidiaries; sales of investment securities and loans in the ordinary course of business consistent with past practice, (vH) which provides for the payment by FCB of payments to be made by Company or any of its Subsidiaries upon a change in control thereof; , (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ixI) which is not terminable on sixty a lease for any real or material personal property owned or presently used by FCB, (60) days or less notice and involving the payment of more than $25,000 per annum; or (xJ) which prohibits or materially restricts the conduct of any business by Company FCB or limits the freedom of FCB to engage in any line of business in any geographic area (or to FCB’s Knowledge would so restrict Parent or any of its Subsidiaries affiliates after consummation of the Merger) or which requires exclusive referrals of business or requires FCB to offer specified products or services to their customers or depositors on a priority or exclusive basis, (collectivelyK) involves Intellectual Property (as defined herein) (other than contracts entered into in the ordinary course with customers and “shrink-wrap” software licenses) that is material to business of FCB, “Material Contracts”)or (L) which is with respect to, or otherwise commits FCB to do, any of the foregoing. Company FCB has previously delivered made available to Buyer Parent true, complete and correct copies of each such documentFCB Contract, including any and all amendments and modifications thereto. (bii) Neither Company nor With respect to each FCB Contract: (A) the contract is in full force and effect, (B) FCB is not in default thereunder, and, to the Knowledge of FCB, there has not occurred any event that, with the lapse of its Subsidiaries time or the giving of notice or both, would constitute such a default, (C) FCB has not repudiated or waived any material provision of any such contract from January 1, 2023 to the date hereof, (D) no other party to any such contract is, to FCB’s Knowledge, in default in any material respect, and (E) Section 3.3(i)(ii) of FCB’s Disclosure Letter contains a true and complete list of the deadlines for extensions or terminations with respect to each such FCB Contract (including specifically real property leases and data processing agreements) that involves the payment or value of more than $50,000 per year and/or has a termination fee. (iii) Each FCB Contract is valid and binding on FCB and is in full force and effect (other than due to the ordinary expiration thereof), and to the Knowledge of FCB is valid and binding on the other parties thereto. FCB is not, and to the Knowledge of FCB, no other party thereto is, in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, business or operations may be bound or affected, or under which it or its respective assets, business, business or operations receives benefitsbenefits which is reasonably likely to have a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by Company FCB is currently outstanding. (iv) Section 3.3(i)(iv) of FCB’s Disclosure Letter sets forth a true and complete list of all FCB Contracts pursuant to which consents, waivers or notices are required to be given thereunder, in each case, prior to the performance by FCB of this Agreement and the consummation of the Merger and the other transactions contemplated hereby and thereby.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or Except as set forth in Company on Section 5.14 of Chart's Disclosure Schedule 3.13Schedule, neither Company Chart nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to that would be a "MATERIAL CONTRACT" within the employment meaning of any directors, officers, employees or consultants, Item 601(b)(10) of the SEC's Regulation S-K; (ii) which would entitle that materially restricts the conduct of business by Chart or by any of its Subsidiaries; (iii) that is material to the financial condition, results of operations or business of Chart, except those entered into in the ordinary course of business; (iv) relating to the employment, including without limitation, employment as a consultant, of any person, or the election or retention in office, or severance of any present or former directordirector or officer of Chart or any of its Subsidiaries; (v) with any labor union; (vi) by and among Chart, officerany Subsidiary of Chart and/or any affiliate thereof; (vii) that, employee upon the consummation of the transactions contemplated by this Agreement or agent the other Transaction Documents, will result in any payment (whether of Company severance pay or otherwise) becoming due from Chart or any of its Subsidiaries to indemnification from Company any officer or employee thereof; (viii) requiring that a particular line of business be maintained; (ix) that is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable without penalty on sixty (60) days or less notice involving the payment of more than $20,000 per annum; (x) except for the Chart Stock Option Plan, any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreementany Transaction Document, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementany Transaction Document; (xi) that purports to limit in any respect, the ability of Chart or its businesses to solicit customers or the manner in which, or the localities in which, all or any substantial portion of the business of Chart and its Subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by any Transaction Document, Bancorp and its Subsidiaries, is or would be conducted; (ivxii) which providing for the indemnification by Chart or a subsidiary of Chart of any person, other than customary agreements relating to the indemnity of directors, officers and employees of Chart or its Subsidiaries; (xiii) that is a Joint Venture or partnership agreement; (xiv) that grants any right of first refusal, refusal or right of first offer or similar right with respect or that limits (or purports to any material assets or properties limit) the ability of Company and or Subsidiaries; (v) which provides for payments to be made by Company Chart or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease to own, operate, sell, transfer, pledge or otherwise dispose of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition any material amount of assets or business; (xv) providing for any interest material future payments that are conditioned, in whole or in part, on a change of control of Chart or any business enterprise outside of its Subsidiaries; (xvi) that contains a "most favored nation" clause; (xvii) pertaining to the ordinary course use of Company’s businessor granting any right to use or practice any rights under any Chart intellectual property assets, whether Chart or any of its Subsidiaries is the licensee or licensor thereunder; or (ixxviii) which that is an investment management or investment advisory or sub-advisory or any other contract for the provision of financial planning, brokerage (including, without limitation, insurance brokerage) or similar services not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such documentnotice. (b) Neither Company Chart nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company Chart or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. The Company has Previously Disclosed a complete and accurate list of all material Contracts (a) Other than as disclosed and in the case of material Contracts constituting Loans by the Company Reports filed prior to or any of its Subsidiaries, the total amounts committed and outstanding under such Loans as of the date hereof hereof) to which the Company or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party toor to which the Company or any of its Subsidiaries or any of their respective properties is subject or by which any of the foregoing are bound, bound including the following: (1) any Contract not constituting a Loan that provides for fees or other payments in excess of $100,000 per annum; (2) any Contract that contains an “exclusivity” clause (that is, obligates the Company or any of its Subsidiaries to conduct business with another party on an exclusive basis or restricts the ability of the Company or any of its Subsidiaries to conduct business with any person); (3) any Loan by the Company or subject any of the Subsidiaries pursuant to which total amounts committed or outstanding under such Loan exceed $5,000,000; (4) any Contract relating to the borrowing of money or the guarantee of any such obligation by the Company or any of its Subsidiaries (other than Contacts pertaining to fully-secured repurchase agreements, trade payables, deposit liabilities and borrowings or guarantees made in the ordinary course of business); (5) any Contract relating to the provision of data processing network communication or other technical services to or by the Company or any of its Subsidiaries that provides for fees or other payments in excess of $25,000 per annum; (6) any Contract that would be required to be filed as an exhibit to any agreementCompany Report; (7) any Contract with a term beyond the Effective Time under which the Company or any of its Subsidiaries created, contractincurred, arrangementassumed, commitment or understanding guaranteed (whether written or oralmay create, incur, assume, or guarantee) indebtedness for borrowed money (iincluding capitalized lease obligations); (8) any Contract to which the Company or any of its Subsidiaries is a party, on the one hand, and under which any affiliate, officer, director, employee or equity holder or other Related Person of the Company or any of its Subsidiaries, on the other hand, is a party or beneficiary; (9) any Contract with respect to the employment of of, or payment to, any present or former directors, officers, employees or consultants; (10) any Contract involving the purchase or sale of assets outside of the ordinary course of business (including by way of merger, (ii) which would entitle any present or former directorconsolidation, officer, employee or agent purchase of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increasedassets, or the vesting of benefits of which will be acceleratedotherwise) with a book value greater than $250,000 entered into since December 31, by the occurrence of 2005; and (11) any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon Contract involving a change in control thereof; (vi) which provides for the lease of personal property having a value capital expenditure in excess of $25,000 individually 100,000 in a twelve month period or $100,000 250,000 in the aggregate; aggregate (viiexcept for Contracts entered into after the date hereof in connection with the items Previously Disclosed on Schedule 4.01(t) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”Disclosure Schedule). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party thereto is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefitssuch Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power Neither the Company nor any of attorney its Subsidiaries has waived or similar authorization given directly repudiated any material provision of any such Contracts. The Contracts referred to in Section 5.03(k)(9) above are on arm’s-length terms. All indebtedness of the Company and its Subsidiaries is prepayable at any time without penalty or indirectly by Company is currently outstandingpremium.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company The Disclosure Schedule 3.13, neither Company nor sets forth a complete and accurate list of the following categories of material Contracts to which Somerset or any of its Subsidiaries is a party: (1) any Contract that (A) is not terminable at will both without cost or other liability to Somerset or any of its Subsidiaries and upon notice of ninety (90) days or less and (B) which provides for fees or other payments by Somerset or its Subsidiaries in excess of $30,000 per annum or in excess of $50,000 for the remaining term of the Contract; (2) any Contract with a term beyond the Effective Time under which Somerset or any of its Subsidiaries created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness for borrowed money (including capitalized lease obligations) in an amount in excess of $30,000; (3) any Contract restricting the conduct of business by Somerset or any of its Subsidiaries; (4) any Contract to which Somerset or any of its Subsidiaries is a party, on the one hand, and under which any affiliate, officer, director, employee, or any person who owns more than 10% of the outstanding Somerset Common Stock or the common stock of any of its Subsidiaries, on the other hand, is a party to, bound by or subject to beneficiary; (5) any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) Contract with respect to the employment of of, or payment to, any present or former directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company consultants relating to their services as such with Somerset or any Subsidiary; and (6) any Contract involving the purchase or sale of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the assets with a book value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or greater than $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectivelyentered into since December 31, “Material Contracts”)1999. Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company Somerset nor any of its Subsidiaries nor, to Somerset's knowledge, any other party thereto, is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, such Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.

Material Contracts; Defaults. (ai) Other than as disclosed in the Company Reports filed prior to the date hereof or as Except for documents set forth in Company Section 5.03(k)(i) of Seller’s Disclosure Schedule 3.13Schedule, neither Company Seller nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (iA) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $300,000 per annum per individual with respect to an independent contractor or consultant and $100,000 per annum per any other individual, (iiB) which to Seller’s Knowledge, would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of Company Seller or any of its Subsidiaries to indemnification from Company Seller or any of its Subsidiaries, or which to Seller’s Knowledge, would require Seller or any of its Subsidiaries to make any payments in respect of any non-competition obligations restricting the ability of any present or former director or Senior Officer of Seller to compete against Seller or any of its Subsidiaries, (iiiC) which provides for the benefits payment by Seller or any of its Subsidiaries of profit-sharing, severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving Seller or any of its Subsidiaries, including but not limited to, the Transaction, (D) which will be increasedis an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 calendar days or less notice that provides for the vesting payment or value of benefits more than $100,000 per annum, (E) which is with or to a labor union, employee representative or guild (including any collective bargaining agreement), (F) which relates to the incurrence of which will be accelerated, by the occurrence indebtedness for borrowed money or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, and the transactions contemplated by this Agreement, provision of other banking products or services to customers in the value ordinary course of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementbusiness consistent with past practice), (ivG) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or properties businesses of Company and Seller or any of its Subsidiaries; , (vH) which is executory and involves the purchase or sale of assets with a purchase price of $300,000 or more in any single case or $1,000,000 in all such cases, other than purchases and sales in the ordinary course of business consistent with past practice of investment securities, multifamily Loans, OREO or government guaranteed Loans, (I) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) that provides for payments the payment of $100,000 or more in annual fees, (J) which relates to be made by Company the settlement or other resolution of any legal proceeding in an amount in excess of $300,000 individually or $600,000 in the aggregate and that has any continuing obligations, liabilities or restrictions other than customary confidentiality restrictions, (K) which relates to a partnership or joint venture or similar arrangement, (L) which is an agreement pursuant to which Seller or any of its Subsidiaries upon is a change in control thereof; lessor, lessee, sublessor, sublessee or otherwise leases, occupies or uses any real property, (viM) which provides for the lease of personal property having comprises a value in excess of $25,000 individually non-competition contract or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which other contract that materially restricts the conduct of any business by Company of Seller or any of its Subsidiaries or limits the freedom of Seller or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires Seller or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (N) which is with respect to, or otherwise commits Seller or any of its Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”). Company has previously delivered to Buyer trueTrue, correct and complete and correct copies of each all such documentMaterial Contracts have been made available to Purchaser Parent as of the date hereof. (bii) Neither Company nor any Except as set forth in Section 5.03(k)(ii) of Seller’s Disclosure Schedule, each of the Material Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of Seller or its Subsidiaries and, to Seller’s Knowledge, is a valid and binding obligation of the other parties thereto, enforceable against Seller or its Subsidiaries, and to Seller’s Knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). Neither Seller or its Subsidiaries nor, to Seller’s Knowledge, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is they are a party, by which its their respective assets, business, or operations may be bound or affected, or under which it or its their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company Seller of any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to Seller’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default with respect to, or exercise any remedy under any material provision of, any Material Contract, (B) give any Person the right to accelerate the performance of any material provision of, or the maturity of, any Material Contract, or (C) give any Person the right to cancel or terminate, or modify any material provision of, any Material Contract. (iii) Section 5.03(k)(iii) of Seller’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of Seller Common Stock (including any Seller Warrants and Seller Preferred Stock held on an as-exercised and as-converted basis) and executive officers and directors of Seller and its Subsidiaries who have outstanding loans from Seller or any of its Subsidiaries, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company Neither Prosperity nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (each a “Prosperity Material Contract”): (i) with respect to that is a “material contract” within the employment meaning of any directors, officers, employees or consultants, Item 601(b)(10) of the SEC’s Regulation S-K; (ii) which that (A) limits or would entitle limit in any present respect the manner in which, or former directorthe localities in which, officerProsperity or any of its Subsidiaries may conduct its business, employee or agent of Company (B) obligates Prosperity or any of its Subsidiaries to indemnification from Company conduct business with any Person to the exclusion of others, or (C) other than provisions of standard vendor, service or supply contracts entered into the ordinary course of business, limits or would limit in any way the ability of Prosperity or any of its Subsidiaries, (iii) Subsidiaries to solicit prospective employees or customers or would so limit or purport to limit the benefits ability of which will be increased, Ameris or the vesting any of benefits of which will be accelerated, by the occurrence of any its affiliates to do so following consummation of the transactions contemplated by this Agreement; or (iii) for the purchase of services, materials, supplies, goods, equipment or for the purchase, lease or license of other assets or property that provides for, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value that creates future payment obligations in excess of, either (x) annual payments of $25,000 individually 15,000 or $100,000 in the aggregate; more or (viiy) which relates to capital expenditures and involves future aggregate payments in excess of $10,000 individually 50,000 or $50,000 in the aggregate; more, other than contracts that can be terminated by Prosperity or a Prosperity Subsidiary on thirty (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (6030) days or less written notice and involving the payment of more than $25,000 per annum; at any time without penalty or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such documentpremium. (b) Neither Company Prosperity nor any of its Subsidiaries Subsidiaries, nor, to Prosperity’s knowledge, any counterparty or counterparties, is in default under breach of any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefitsProsperity Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstandingbreach.

Material Contracts; Defaults. (a) Other than Except as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13Previously Disclosed, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral, a “Company Material Contract”): (A) that is a “material contract” within the meaning of Item 601(b)(10) of SEC Regulation S-K; (B) that (i) with respect to obligates the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or conduct business with any of its SubsidiariesPerson, (iiiii) limits, contains language that limits or would limit in any respect the benefits of which will be increasedmanner in which, or the vesting of benefits of which will be acceleratedlocalities in which, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon may conduct its business, or (iii) limits, contains language that limits or would limit in any way the ability of the Company or any of its Subsidiaries to solicit prospective employees or customers or would so limit or purport to limit the ability of Parent or any of its affiliates to do so; (C) that relates to (i) indebtedness for borrowed money, whether secured or unsecured (other than the Loan), (ii) obligations under conditional or installment sale or other title retention contracts relating to purchased property, (iii) capitalized lease obligations or (iv) guarantees of any of the foregoing of another Person (“Indebtedness”); (D) that accounted for a change in control thereofmaterial portion of the Company’s consolidated annual revenues for its fiscal year ended June 30, 2012 or that is expected to account for a material portion of the Company’s consolidated annual revenues for its fiscal year ending June 30, 2013 or any future year; or (viE) which provides for the lease purchase of personal services, materials, supplies, goods, equipment or other assets or property having a value that provides for, or that creates future payment obligations of the Company in excess of, either (i) annual payments of $25,000 individually 5,000 or $100,000 in the aggregate; more, or (viiii) which relates to capital expenditures and involves future aggregate payments in excess of $10,000 individually 15,000 or $50,000 more, other than (x) contracts that can be terminated by the Company or a Company Subsidiary on thirty (30) days or less written notice at any time without penalty or premium, and (y) purchase orders submitted by the Company to its vendors in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither the Company nor any of its Subsidiaries Subsidiaries, and, to the Knowledge of the Company, any counterparty or counterparties, is in default under breach of any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstandingMaterial Contract.

Material Contracts; Defaults. (ai) Other than as disclosed in the Company Reports filed prior to the date hereof or as Except for documents set forth in Company Section 5.03(k)(i) of Valley’s Disclosure Schedule 3.13Schedule, neither Company Valley nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) ): (iA) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annum; (iiB) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of Company Valley or any of its Subsidiaries to indemnification from Company Valley or any of its Subsidiaries; (C) which provides for the payment by Valley or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving Valley or any of its Subsidiaries, including but not limited to, the Transaction; (iiiD) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the benefits SEC); (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $100,000 per annum; (F) that may not be cancelled by TriCo, Valley or any of their respective Subsidiaries without payment of a penalty or termination fee equal to or greater than $25,000 (assuming it is terminated on the Closing Date); (G) which will be increased, is with or to a labor union or guild (including any collective bargaining agreement); (H) which relates to the vesting incurrence of benefits of which will be accelerated, by the occurrence indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the transactions contemplated by this Agreement, or the value ordinary course of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, business); (ivI) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or properties businesses of Company and Valley or any of its Subsidiaries; (vJ) which provides involves the purchase or sale of assets with a purchase price of $75,000 or more in any single case or $200,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice; (K) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $100,000 or more in annual fees; (L) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $75,000 or that has any continuing obligations, liabilities or restrictions; (M) providing for payments to be made indemnification by Company Valley or any of its Subsidiaries upon of any Person, except for a change non-material agreement or contract entered into in control thereofthe ordinary course of business; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (viiN) which relates to capital expenditures and involves future payments in excess of $10,000 individually a partnership or $50,000 in the aggregatejoint venture or similar arrangement; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ixO) which is not terminable on sixty a lease for any real or material personal property owned or presently used by Valley or any of its Subsidiaries; (60) days or less notice and involving the payment of more than $25,000 per annum; or (xP) which materially restricts the conduct of any business by Company of Valley or any of its Subsidiaries or limits the freedom of Valley or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires Valley or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis; (Q) relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) entered into since December 31, 2018 (other than solely with respect to the acquisition or sale of OREO in the ordinary course of business); (R) to which any officer, director of Valley or Valley Bank, or any holder of five percent (5.0%) or more of the outstanding Valley Common Stock, or any of their immediate family members or Affiliates, is a party; or (S) which is with respect to, or otherwise commits Valley or any of its Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”). Company has previously Except as set forth in Section 5.03(k)(i) of Valley’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to Buyer truethe terms and conditions of any Material Contract as a result of Valley’s and Valley Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete and correct copies of each all such documentMaterial Contracts have been made available to TriCo as of the date hereof. (bii) Neither Company nor any Each of the Material Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of Valley or its Subsidiaries and, to Valley’s Knowledge, is a valid and binding obligation of the other parties thereto, enforceable against Valley or its Subsidiaries, and to Valley’s Knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by the Bankruptcy and Equity Exception). Valley and its Subsidiaries (as applicable) have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither Valley or its Subsidiaries nor, to Valley’s Knowledge, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is they are a party, by which its their respective assets, business, or operations may be bound or affected, or under which it or its their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as set forth in Section 5.03(k)(ii) of Valley’s Disclosure Schedule, no power of attorney or similar authorization given directly or indirectly by Company Valley or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to Valley’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to: (A) give any Person the right to declare a default or exercise any remedy under any Material Contract; (B) give any Person the right to accelerate the maturity or performance of any Material Contract; or (C) give any Person the right to cancel, terminate or modify any Material Contract.